Common use of Amendment and Restatement of Existing Notes Clause in Contracts

Amendment and Restatement of Existing Notes. Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Existing Notes are hereby, automatically and without any further action, amended and restated in their entirety to delete the reference to “Acquisition Spike” therein and to reflect in lieu thereof “Additional Interest”. The parties hereto hereby acknowledge and agree that the amendments to the Existing Notes set forth herein could have been effected through an agreement or instrument of amendment, and for convenience, the parties hereto have agreed to restate the terms and provisions of the Existing Notes, as amended hereby, pursuant to this Section 3. At the request of any Holder, the Company shall execute and deliver a new Note or Notes in the form of the relevant Exhibit (as amended by this Amendment) to the Note Facility, in exchange for, and in replacement of, each Holder’s Existing Note, within five Business Days of such request, registered in the name of such Holder, in the aggregate outstanding principal amount of such Existing Note and dated as of the last interest payment date of such Existing Note. Any Notes issued on or after the First Amendment Effective Date shall be in the form of the relevant Exhibit to the Note Facility, as amended by this Amendment. The parties hereto specifically agree and confirm that the transactions effected hereby and by the Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all outstanding debt of the Company in respect of the Existing Notes is continued in full force and effect on the terms and conditions set forth in the Note Facility and the Notes (in each case as modified by this Amendment). All outstanding amounts owing by the Company in respect of the Existing Notes shall continue to be owing under the Note Facility and the Notes (without any further action required on the part of any Person), and shall be payable in accordance with the Note Facility and the Notes (in each case as modified by this Amendment).

Amendment and Restatement of Existing Notes. Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes, in each case, as amended by the First Amendment, and the Series E Notes (collectively, the “Existing Notes Notes”) are hereby, automatically and without any further action, amended and restated in their entirety to delete the reference to “Acquisition SpikeAdditional Interest” therein and to reflect in lieu thereof “Additional InterestAcquisition Spike”. The parties hereto hereby acknowledge and agree that the amendments to the Existing Notes set forth herein could have been effected through an agreement or instrument of amendment, and for convenience, the parties hereto have agreed to restate the terms and provisions of the Existing Notes, as amended hereby, pursuant to this Section 3. At the request of any Holder, the Company shall execute and deliver a new Note or Notes in the form of the relevant Exhibit (as amended by this Amendment) to the Note Facility, in exchange for, and in replacement of, each Holder’s Existing Note, within five Business Days of such request, registered in the name of such Holder, in the aggregate outstanding principal amount of such Existing Note and dated as of the last interest payment date of such Existing Note. Any Notes issued on or after the First Second Amendment Effective Date shall be in the form of the relevant Exhibit to the Note Facility, as amended by this Amendment. The parties hereto specifically agree and confirm that the transactions effected hereby and by the Existing Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all outstanding debt of the Company in respect of the Existing Notes is continued in full force and effect on the terms and conditions set forth in the Note Facility and the Existing Notes (in each case as modified by this Amendment). All outstanding amounts owing by the Company in respect of the Existing Notes shall continue to be owing under the Note Facility and the Existing Notes (without any further action required on the part of any Person), and shall be payable in accordance with the Note Facility and the Existing Notes (in each case as modified by this Amendment).

Amendment and Restatement of Existing Notes. Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Existing Notes are hereby, automatically and without any further action, amended and restated in their entirety to delete the reference to “Acquisition SpikeAdditional Interest” therein and to reflect in lieu thereof “Additional InterestAcquisition Spike”. The parties hereto hereby acknowledge and agree that the amendments to the Existing Notes set forth herein could have been effected through an agreement or instrument of amendment, and for convenience, the parties hereto have agreed to restate the terms and provisions of the Existing Notes, as amended hereby, pursuant to this Section 3. At the request of any Holder, the Company shall execute and deliver a new Note or Notes in the form of the relevant Exhibit (as amended by this Amendment) to the Note Facility, in exchange for, and in replacement of, each Holder’s Existing Note, within five Business Days of such request, registered in the name of such Holder, in the aggregate outstanding principal amount of such Existing Note and dated as of the last interest payment date of such Existing Note. Any Notes issued on or after the First Second Amendment Effective Date shall be in the form of the relevant Exhibit to the Note Facility, as amended by this Amendment. The parties hereto specifically agree and confirm that the transactions effected hereby and by the Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all outstanding debt of the Company in respect of the Existing Notes is continued in full force and effect on the terms and conditions set forth in the Note Facility and the Notes (in each case as modified by this Amendment). All outstanding amounts owing by the Company in respect of the Existing Notes shall continue to be owing under the Note Facility and the Notes (without any further action required on the part of any Person), and shall be payable in accordance with the Note Facility and the Notes (in each case as modified by this Amendment).

Amendment and Restatement of Existing Notes. Subject The Company agrees, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereofof this Agreement, the each Existing Notes are herebyNoteholder, automatically by its execution of this Agreement, hereby agrees and without any further action, amended and restated in their entirety to delete the reference to “Acquisition Spike” therein and to reflect in lieu thereof “Additional Interest”. The parties hereto hereby acknowledge and agree that the amendments consents to the Existing Notes set forth herein could have been effected through an agreement or instrument of amendment, amendment and for convenience, the parties hereto have agreed to restate the terms and provisions of the Existing Notes, as amended hereby, pursuant to this Section 3. At the request of any Holder, the Company shall execute and deliver a new Note or Notes in the form of the relevant Exhibit (as amended by this Amendment) to the Note Facility, in exchange for, and in replacement of, each Holder’s Existing Note, within five Business Days of such request, registered in the name of such Holder, in the aggregate outstanding principal amount of such Existing Note and dated as of the last interest payment date of such Existing Note. Any Notes issued on or after the First Amendment Effective Date shall be in the form of the relevant Exhibit to the Note Facility, as amended by this Amendment. The parties hereto specifically agree and confirm that the transactions effected hereby and by the Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all outstanding debt of the Company in respect restatement of the Existing Notes is continued in full force their entirety, and effect on the terms and conditions set forth in the Note Facility and the Notes (in each case as modified by this Amendment). All outstanding amounts owing by the Company in respect of the such Existing Notes shall continue to be owing under the Note Facility and the Notes (shall, without any further action required on the part of any other Person, be cancelled and replaced by notes having the terms provided in Exhibit 3.1(a)(i) (the “Series A-1 Senior Notes”), Exhibit 3.1 (a)(ii) (the “Series A-2 Senior Notes”, together with the Series A-1 Senior Notes, collectively the “Series A Senior Notes”), Exhibit 3.1(b)(i) (the “Series B-1 Senior Notes”), Exhibit 3.1(b)(ii) (the “Series B-2 Senior Notes”, together with the Series B-1 Senior Notes, collectively, the “Series B Senior Notes”), Exhibit 3.1(c)(i) (the “Series C-1 Senior Notes”), Exhibit 3.1(c)(ii) (the “Series C-2 Senior Notes”), and shall be payable in accordance Exhibit 3.1(c)(iii) (the “Series CMW Senior Notes”, together with the Note Facility Series C-1 Senior Notes and the Notes Series C-2 Senior Notes, collectively, the “Series C Senior Notes”) to this Agreement (in each case as modified to each respective Existing Noteholder, with the principal amount and the payee of each Senior Note (as defined below) and the series of such Senior Note as set forth on Schedule A), which Series A Senior Notes, Series B Senior Notes and Series C Senior Notes shall be hereinafter referred to, individually, as a “Senior Note” and, collectively, as the “Senior Notes”; and the term “Senior Notes” as used herein shall include each Senior Note delivered pursuant to any provision of this Agreement, and each Senior Note delivered in substitution or exchange for any such Senior Note pursuant to any such provision. At the Closing (as defined below), each Existing Noteholder shall deliver to the Company for cancellation the Existing Notes held by this Amendmentit or a lost note affidavit substantially in the form of Exhibit 3.1 hereto, and, subject to the receipt thereof, the Company will issue and deliver a Senior Note or Senior Notes in the form attached hereto as Exhibit 3.1(a)(i), Exhibit 3.1(a)(ii), Exhibit 3.1(b)(i), Exhibit 3.1(b)(ii), Exhibit 3.1(c)(i), Exhibit 3.1(c)(ii) or Exhibit 3.1(c)(iii), as applicable, in favor of such holder in replacement of such holder’s Existing Note or Existing Notes.

Amendment and Restatement of Existing Notes. Subject (a) The Company hereby agrees, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereofof this Amendment, each holder of the Existing Notes are hereby2017 Notes, by its execution of this Agreement, hereby agrees and consents to the amendment and restatement in their entirety of the Existing 2017 Notes, effective as of the First Amendment Effective Date, on the terms set forth in this Section 3(a). Each Existing 2017 Note is hereby and shall be deemed to be, automatically and without any further action, amended and restated in their its entirety in the form of Exhibit 3(a) hereto (as so amended and restated, and as may be further amended, restated, supplemented or otherwise modified from time to delete time, the reference “Amended and Restated 2017 Notes”, such term to “Acquisition Spike” therein and include any such notes issued in substitution, replacement or exchange therefore pursuant to reflect in lieu thereof “Additional Interest”. The parties hereto hereby acknowledge and agree Section 13 of the Note Facility), except that the amendments to the Existing Notes payee, date, registration number and principal amount number set forth herein could have been effected through an agreement or instrument of amendmentin each Existing 2017 Note shall remain the same; provided, and for conveniencehowever, the parties hereto have agreed to restate the terms and provisions of the Existing Notes, as amended hereby, pursuant to this Section 3. At at the request of any Holderholder of an Existing 2017 Note, the Company shall execute and deliver a new Amended and Restated 2017 Note or Notes in the form of the relevant such Exhibit (as amended by this Amendment3(a) to the Note Facility, in exchange for, and in replacement of, each Holder’s for its Existing 2017 Note, within five Business Days of such request, registered in the name of such Holderholder, in the aggregate outstanding principal amount of the Amended and Restated 2017 Note owing to such Existing Note holder on the date hereof and dated as the date of the last interest payment date of made to such Existing Note. Any Notes issued on or after the First Amendment Effective Date shall be in the form of the relevant Exhibit to the Note Facility, as amended by this Amendment. The parties hereto specifically agree and confirm that the transactions effected hereby and by the Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all outstanding debt of the Company holder in respect of the its Existing Notes is continued in full force and effect on the terms and conditions set forth in the Note Facility and the Notes (in each case as modified by this Amendment). All outstanding amounts owing by the Company in respect of the Existing Notes shall continue to be owing under the Note Facility and the Notes (without any further action required on the part of any Person), and shall be payable in accordance with the Note Facility and the Notes (in each case as modified by this Amendment)2017 Note.

Amendment and Restatement of Existing Notes. Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes (collectively, the “Existing Notes Notes”) are hereby, automatically and without any further action, amended and restated in their entirety to delete the reference to “Acquisition Spike” therein and to reflect in lieu thereof “Additional Interest”. The parties hereto hereby acknowledge and agree that the amendments to the Existing Notes set forth herein could have been effected through an agreement or instrument of amendment, and for convenience, the parties hereto have agreed to restate the terms and provisions of the Existing Notes, as amended hereby, pursuant to this Section 3. At the request of any Holder, the Company shall execute and deliver a new Note or Notes in the form of the relevant Exhibit (as amended by this Amendment) to the Note Facility, in exchange for, and in replacement of, each Holder’s Existing Note, within five Business Days of such request, registered in the name of such Holder, in the aggregate outstanding principal amount of such Existing Note and dated as of the last interest payment date of such Existing Note. Any Notes issued on or after the First Amendment Effective Date shall be in the form of the relevant Exhibit to the Note Facility, as amended by this Amendment. The parties hereto specifically agree and confirm that the transactions effected hereby and by the Existing Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all outstanding debt of the Company in respect of the Existing Notes is continued in full force and effect on the terms and conditions set forth in the Note Facility and the Existing Notes (in each case as modified by this Amendment). All outstanding amounts owing by the Company in respect of the Existing Notes shall continue to be owing under the Note Facility and the Existing Notes (without any further action required on the part of any Person), and shall be payable in accordance with the Note Facility and the Existing Notes (in each case as modified by this Amendment).

Amendment and Restatement of Existing Notes. Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Existing Notes are herebyhereby automatically, automatically and without any further action, deemed amended and restated in their entirety to delete conform to and have the reference terms provided in the form of Note attached as Exhibit A to “Acquisition Spike” therein and the Note Purchase Agreement attached to reflect in lieu thereof “Additional Interest”. The parties hereto hereby acknowledge and agree this Agreement as Exhibit A; except that the amendments to principal amount, registration number and payee set forth in each of the Existing Notes set forth herein could have been effected through an agreement or instrument of amendmentshall remain the same (the Existing Notes as so amended and restated, and for convenienceas may be further amended, restated, supplemented or otherwise modified from time to time, including any such notes issued in substitution therefor pursuant to paragraph 11D of the Note Purchase Agreement, are collectively referred to herein as the “Notes”). Each Note issued on or after the Seventh Amendment Effective Date shall be in substantially the form of Exhibit A to the Note Purchase Agreement attached to this Agreement as Exhibit A. On the Seventh Amendment Effective Date, the parties hereto have agreed to restate the terms and provisions of the Existing Notes, as amended hereby, pursuant to this Section 3. At the request of any Holder, the Company Obligors shall execute and deliver a new Note or Notes in the form of the relevant Exhibit (as amended by this Amendment) A to the Note Facility, Purchase Agreement attached to this Agreement as Exhibit A in exchange for, and in replacement of, the Existing Notes held by each Holder’s Existing Note, within five Business Days of such requestNoteholder, registered in the name of such HolderNoteholder, in the aggregate outstanding original principal amount of the Existing Notes owing to such Existing Note Noteholder and dated as of the last interest payment date of such Existing Notethe most recent payment of interest thereunder. Any Notes issued on or after For the First Amendment Effective Date shall be in avoidance of doubt, the form current outstanding principal amount of the relevant Exhibit to the Note Facility, as amended by this Amendment. The parties hereto specifically agree and confirm that the transactions effected hereby and by the Notes shall in no way evidence a new debt of the Company or a novation of the Existing Notes, but rather that all outstanding debt of the Company in respect each of the Existing Notes as of the Seventh Amendment Effective Date is continued in full force and effect on the terms and conditions set forth in the Note Facility and the Notes (in each case as modified by this Amendment). All outstanding amounts owing by the Company in respect of the Existing Notes shall continue to be owing under the Note Facility and the Notes (without any further action required on the part of any Person), and shall be payable in accordance with the Note Facility and the Notes (in each case as modified by this Amendment)Annex 1 attached hereto.